Every 8-K that Integer Holdings Corporation (ITGR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ITGR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ITGR filings page.
Integer Holdings Corp. (ITGR) announced that it received early termination of the Hart-Scott-Rodino waiting period for its pending acquisition by an affiliate of investment funds managed by KKR. The termination satisfies one condition to closing; the merger remains subject to Integer stockholder approval, other applicable regulatory approvals, and other customary closing conditions, including approvals under certain other applicable antitrust and foreign direct investment laws.
Under the merger agreement, an affiliate of KKR-managed investment funds will acquire all outstanding Integer shares for $127 per share in cash; the transaction represents total enterprise value of approximately $5.7 billion. Integer expects the transaction to close by the end of calendar year 2026, subject to these conditions. Integer also lists Armstrong Parent’s ability to obtain the necessary financing arrangements set forth in its commitment letters as a factor that could affect completion.
Integer’s virtual special meeting is scheduled for October 21, 2026, at 9:00 a.m. Central Time. Stockholders of record as of the close of business on September 8, 2026, are entitled to vote. Integer’s board unanimously recommends voting “FOR” the merger agreement and the other related proposals.
Integer Holdings Corporation entered into an Agreement and Plan of Merger under which Armstrong Bidco, an affiliate of funds managed by Kohlberg Kravis Roberts & Co., will merge with Integer in an all‑cash transaction at $127 per share. Integer will survive as a wholly owned subsidiary of Armstrong Parent.
Equity and debt financing commitments are in place to fund the merger consideration, and the deal is not subject to a financing condition. Closing requires approval by a majority of outstanding shares, antitrust and foreign investment clearances, absence of injunctions, no Company Material Adverse Effect, and satisfaction of other customary conditions by an outside date of May 2, 2027.
The agreement includes a $154,000,000 termination fee payable by Integer in specified circumstances and a $307,000,000 termination fee payable by Parent if it breaches or fails to close when required. Integer also adopted new indemnification agreements for directors and executive officers and amended and restated its bylaws to add Delaware and U.S. federal exclusive‑forum provisions. A proxy statement on Schedule 14A will be filed to seek stockholder approval.
Integer Holdings Corporation agreed to be acquired by an affiliate of investment funds managed by KKR in an all-cash transaction valued at an enterprise value of approximately $5.7 billion. Integer stockholders will receive $127 per share in cash, a premium of 51.8% to the April 29, 2026 closing price and 28.8% to the 30-day VWAP as of July 31, 2026.
The board unanimously approved the merger agreement and recommends that stockholders vote to approve it. Closing is expected by the end of the year, subject to stockholder and regulatory approvals, and there is no financing contingency. After completion, Integer will become a private company and its shares will be delisted from the NYSE. Integer also reported second-quarter 2026 results in a separate release and withdrew its previously issued financial outlook.
Integer Holdings Corporation reported softer second-quarter 2026 results while agreeing to be acquired by KKR in an all-cash deal. Sales were $464 million, down 2.6% year over year, with organic sales down 1.5%. GAAP operating income fell to $35 million, down 42%, and GAAP income from continuing operations declined to $24 million, with diluted EPS of $0.69, down 34%.
Non-GAAP performance was more stable: adjusted operating income was $73 million (down 10%), adjusted net income was $55 million (essentially flat), adjusted EPS rose to $1.60 (up 3%), and adjusted EBITDA was $95 million (down 4%). Cardio & Vascular sales decreased 2%, Cardiac Rhythm Management & Neuromodulation grew 1%, and Other Markets declined 43% primarily due to the Portable Medical exit.
Total debt increased to $1.238 billion, with non-GAAP net total debt of $1.236 billion and a leverage ratio of 3.2x adjusted EBITDA. An affiliate of investment funds managed by KKR agreed to acquire all outstanding Integer shares in a transaction valued at an enterprise value of $5.7 billion, with stockholders to receive $127 per share in cash. In light of the pending transaction, Integer withdrew its financial outlook and canceled its previously scheduled earnings call and webcast.
Integer Holdings Corporation is changing the role and compensation of Jim Stephens, currently President of Cardiac Rhythm Management & Neuromodulation. Effective June 29, 2026, he will become Executive Vice President, Special Projects under a letter agreement dated June 26, 2026.
This special projects role is scheduled to end on March 31, 2027, unless ended earlier by either party. If a Change of Control under Mr. Stephens’ May 22, 2026 change of control agreement occurs on or before that date and he remains employed through the Termination Date, his separation will be treated as a termination without Cause for purposes of that agreement. Mr. Stephens will not be eligible for short-term or long-term incentive awards in 2027, while all other employment terms remain the same.
Integer Holdings Corporation reported several compensation and governance actions tied to its ongoing strategic review. The Board updated President and CEO Payman Khales’ employment terms so that, around a change in control, his performance-based equity would vest at the greater of target or actual performance if he is terminated without cause or resigns for good reason. Similar protections were added to change-in-control agreements for four other executives.
The Board and Compensation Committee also approved cash retention bonuses, including $1,750,000 for Mr. Khales, with 50% payable on December 31, 2026 and 50% vesting upon any change in control, subject to continued employment. Stockholders approved the 2026 Omnibus Incentive Plan, replacing the 2021 plan and reserving up to 1,000,000 shares plus certain carryover shares, with plan expiry on May 20, 2036. At the annual meeting, stockholders elected 11 directors, ratified Deloitte & Touche LLP as auditor for 2026, approved named executive officer pay on an advisory basis, and approved the 2026 Plan.
Integer Holdings Corporation reported first quarter 2026 results and announced a broad strategic review. Sales were $439.6 million, up 0.5% year over year, with organic growth of 1.3%. GAAP income from continuing operations was $16.5 million, or $0.48 per diluted share, reversing a prior-year loss.
Non-GAAP adjusted net income was $41.3 million and adjusted EPS was $1.20, both down versus last year, and adjusted EBITDA declined 7% to $85.1 million. Total debt rose to $1.25 billion and the leverage ratio reached 3.2x adjusted EBITDA. For 2026, the company guides sales to $1.805–$1.835 billion and expects GAAP diluted EPS of $3.07–$3.64 and adjusted EPS of $5.83–$6.40.
The Board has initiated a strategic review, working with financial and legal advisors to consider options including a sale, merger, or strategic business combination alongside continuing the current standalone strategy. No deadline or outcome is assured, and further updates are expected only if deemed appropriate.
Integer Holdings Corporation entered a cooperation agreement with investment firm Irenic on March 9, 2026, adding two independent directors to its Board. James F. Flanagan joins as a new company director and Aaron Kapito joins as an investor-designated director, both standing for election at the 2026 annual meeting.
Two current directors will not stand for re-election as part of a planned Board refresh, and the Board size will be limited to 13 members until the 2026 meeting and 11 members afterward during the cooperation period. Flanagan will serve on the Audit and Technology Strategy Committees, while Kapito will serve on the Compensation and Organization Committee and the Technology Strategy Committee. The agreement includes voting commitments, standstill and non-disparagement provisions through a period tied to the 2027 meeting nomination deadline or one year from the effective date, and Irenic has withdrawn its prior nomination and bylaw proposal. The company furnished a press release as an exhibit describing the agreement and appointments.
Integer Holdings Corporation reported its fourth-quarter and full-year 2025 results, showing steady growth and higher profitability. Fourth-quarter sales rose 5% to $472 million, while adjusted EBITDA increased 11% to $106 million. GAAP diluted EPS from continuing operations grew 52% to $1.38 and adjusted EPS rose 23% to $1.76.
For full-year 2025, sales increased 8% to $1.854 billion. Adjusted operating income rose 13% to $321 million and adjusted net income grew 23% to $226 million, driving a 21% increase in adjusted EPS to $6.40. The company generated $196 million of operating cash flow, while total debt climbed to $1.185 billion, lifting its leverage ratio to 3.0x adjusted EBITDA.
Integer highlighted strong Cardio & Vascular growth, up 17% for the year to $1.107 billion, and continued intentional wind-down in Other Markets. The company repurchased 698,356 shares for $50 million in 2025 and plans an additional $50 million accelerated share repurchase under its existing authorization. For 2026, it forecasts sales of $1.826–$1.876 billion, GAAP diluted EPS of $3.53–$4.01 and adjusted EPS of $6.29–$6.78, with an adjusted effective tax rate of 16.0%–18.0%.
Integer Holdings Corporation announced a share repurchase program authorizing the Company to buy back up to $200,000,000 of its common stock. The board approved the program on November 3, 2025, with no expiration date, allowing repurchases to occur over time at management’s discretion.
Repurchases may be made on the open market, in privately negotiated transactions, or through trading plans or other arrangements. The program does not obligate the Company to repurchase any specific amount, and it can be suspended or terminated.
Integer Holdings Corporation appointed Payman Khales to its Board and as President and Chief Executive Officer, effective October 24, 2025. He will serve on the Technology Strategy Committee, with his director term running until the next annual meeting. Joseph W. Dziedzic, the outgoing CEO and director, will serve as Special Advisor through March 31, 2026 to support the transition.
The company entered into a new Employment Agreement with Mr. Khales on October 23, 2025, replacing his 2018 offer and change‑of‑control agreements. For certain terminations not tied to a change in control, pro‑rated vesting applies to performance awards outstanding at least one year and to time‑based awards granted on or after October 24, 2025. For qualifying terminations around a change in control—defined as from 60 days before to 24 months after—performance awards vest at the full opportunity as determined by the Compensation and Organization Committee, and time‑based awards vest in full. Payments may be reduced or paid in full based on the approach that yields the best after‑tax result. Mr. Khales will not receive additional compensation for Board service. A press release was furnished as Exhibit 99.1.
Integer Holdings Corporation furnished an 8‑K announcing its results for the third quarter ended September 26, 2025. The company issued a press release and updated its earnings conference call slide presentation, which will be referenced during the call and made available on its website.
The materials are furnished under Items 2.02 and 7.01, not filed, with the press release included as Exhibit 99.1.
On 24 July 2025, Integer Holdings Corporation (NYSE: ITGR) filed a Form 8-K to furnish, rather than file, information under Items 2.02 and 7.01.
- Item 2.02 — Results of Operations and Financial Condition: the company issued a press release announcing financial results for the quarter ended 27 June 2025, attached as Exhibit 99.1.
- Item 7.01 — Regulation FD Disclosure: an updated earnings-call slide deck will be available in the Investor Relations section of its website and referenced during the call.
The filing does not contain any quantitative results, guidance, or other financial metrics. All information is expressly furnished and is therefore not subject to Section 18 liability, nor is it incorporated by reference into Securities Act filings unless specifically stated.